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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
CITIZENS BANCORP
(Name of registrant in its charter)
91-1841688
Oregon (I.R.S. Employer
(State of incorporation) Identification No.)
275 Southwest Third Street
P. O. Box 30
Corvallis, Oregon 97339
(Address of principal executive offices)
Issuer's telephone number: (541) 752-5161
Agent for service: Lark E. Wysham, CFO
275 Southwest Third Street
Telephone number: (541) 752-5161
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Approximate date of commencement of proposed sale to public:
From time to time after this Registration Statement becomes effective.
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If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [X]
If any of the securities being registered on this Form are to be offered
on a delayed or continuous basis pursuant to Rule 415 under the Securities Act
of 1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box. [ ]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ] __________
If this Form is a post-effective amendment filed pursuant to Rule 462(b)
under the Securities Act, please check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering. [ ] __________
<TABLE>
<CAPTION>
Calculation of Registration Fee
- - --------------------------------------------------------------------------------------------------------------
Proposed Maximum Proposed Maximum
Title of Securities Amount to be Offering Price Aggregate Offering Amount of
to be Registered Registered per Unit* Price Registration Fee
- - --------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Citizens Bancorp
Common Stock 750,000 Shares $27.50 $2,062,500 $6,806.25
(no par value)
</TABLE>
* Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c), based on the average of the bid and ask price as of
November 24, 1997.
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CITIZENS BANCORP
750,000 SHARES
Common Stock
(no par value)
CITIZENS BANCORP DIVIDEND REINVESTMENT PLAN
This Prospectus does not constitute an offer to sell or a solicitation
of an offer to buy any of the securities offered hereby in any jurisdiction to
any person to whom it is unlawful to make such an offer or solicitation in such
jurisdiction. No person has been authorized to give any information or to make
any representation other than those contained in this prospectus in connection
with the offering made hereby, and if given or made such information or
representation must not be relied upon as having been authorized by Citizens
Bancorp. Neither the delivery of this Prospectus nor any sale made hereunder
shall, under any circumstances, create any implication that the information
contained herein is correct as of any time subsequent to the date hereof.
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THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE REGULATORY AGENCY, NOR HAS THE COMMISSION
OR ANY SUCH AGENCY PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
--------------
THE OFFERED SECURITIES ARE NOT SAVINGS ACCOUNTS, DEPOSITS OR OTHER
OBLIGATIONS OF ANY BANK OR NON BANK SUBSIDIARY OF THE CITIZENS BANCORP AND ARE
NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION, BANK INSURANCE FUND OR
ANY OTHER GOVERNMENT AGENCY.
---------------
The date of this Prospectus is November 1, 1997.
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<PAGE> 3
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
<S> <C>
Available Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Incorporation of Certain Documents by Reference . . . . . . . . . . . . . . . . 2
Letter from William V. Humphreys, President and Chief Executive Officer . . . . 4
Dividends . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Price Range of Common Stock . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Description of the Plan . . . . . . . . . . . . .. . . . . . . . . . . . . . 7
Description of Capital Stock . . . . . . . . . . . . . . . . . . . . . . . . 15
Legal Opinion . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
Experts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
Indemnification . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
</TABLE>
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AVAILABLE INFORMATION
Citizens Bancorp (hereinafter, the "Company") is subject to the
informational requirements of the Securities Exchange Act of 1934 (the "Exchange
Act") and in accordance therewith files reports and other information with the
Securities and Exchange Commission (the "Commission"). The Company is the
holding company of and the successor entity for reporting purposes to Citizens
Bank, an Oregon banking corporation. Through the second quarter of 1997,
Citizens Bank filed quarterly and annual statements under Section 13 of the
Exchange Act with the offices of the Federal Deposit Insurance Corporation.
Beginning with its 10-Q for the third quarter of the 1997 fiscal year, which
ended September 30, the Company, as the successor reporting entity to Citizens
Bank, will file quarterly and annual reports under the Exchange Act with the
Commission.
Proxy statements, reports and other information concerning the Company
filed for the period beginning October 1, 1997 can be inspected at public
reference facilities maintained by the Commission at 450 Fifth Street, N.W.,
Washington, D.C. 20549, and at the Commission's Pacific Regional Office in Los
Angeles, 5670 Wilshire Boulevard, 11th Floor, Los Angeles, California
90036-3648, and copies of such material can be obtained from such facilities and
the Public Reference Section of the Commission at 450 Fifth Street, N.W.,
Washington, D.C. 20549, at prescribed rates.
Proxy statements, reports and other information concerning Citizens Bank
filed prior to November 1, 1997 can be inspected at public reference facilities
maintained by the Federal Deposit Insurance Corporation at 550 17th Street,
N.W., Washington, D.C. 20429 and at the offices of the Federal Reserve Bank of
San Francisco, 101 Market Street, San Francisco, California 94105, and copies of
such material can be obtained from such facilities at prescribed rates.
This Prospectus does not contain all information set forth in the
Registration Statement and Exhibits thereto which the Company has filed with the
Commission under the Securities Act of 1933 and to which reference is hereby
made.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The Company hereby incorporates by reference in this Prospectus the
following documents: the Annual Report of Citizens Bank on Federal Deposit
Insurance Corporation Form F-2 for the year ended December 31, 1996, including
all financial statements and other exhibits attached to Form F-2, and the
Quarterly Reports of Citizens Bank on Federal Deposit Insurance Corporation Form
F-4 for the quarters ending March 31, 1997 and June 30, 1997.
All documents filed by the Company pursuant to Sections 13(a), 13(c), 14
or 15(d) of the Exchange Act subsequent to the date of this Prospectus and prior
to the termination of the offering of the shares of Common Stock offered hereby
shall be deemed to be
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incorporated by reference into this Prospectus and to be a part hereof from the
date of filing of such documents.
Any person receiving a copy of this Prospectus may obtain without
charge, upon oral or written request, a copy of any of the documents
incorporated by reference herein, except for the exhibits to such documents
unless such exhibits are specifically incorporated by reference into the
information that the Prospectus incorporates. Requests should be directed to
Citizens Bank, attention Lark E. Wysham, Chief Financial Officer, P. O. Box 30,
Corvallis, Oregon 97339, telephone (541) 752-5161. The executive offices of the
Company are located at 275 S.W. Third Street, Corvallis, Oregon 97339, telephone
(541) 752-5161.
Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Prospectus to the extent that a statement contained herein
or in any other subsequently filed document which also is deemed to be
incorporated by reference herein modifies or supersedes such statement. Any such
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Prospectus.
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November 1, 1997
Dear Fellow Shareholder:
I am pleased to send you this Prospectus describing the Dividend
Reinvestment Plan of Citizens Bancorp. This Plan offers you a convenient
opportunity to acquire additional shares of Citizens Bancorp Common Stock
through the reinvestment of cash dividends. The Plan was considered and adopted
by the Board of Directors of Citizens Bancorp on July 15, 1997.
The Plan is similar to the dividend reinvestment plan previously in
effect for Citizens Bank prior to the creation of Citizens Bancorp as the Bank's
holding company. However, the Plan is different in certain important respects
from the Bank's plan. Here are some highlights of the Plan:
-You may add to your holdings of Citizens Bancorp Common Stock by
reinvesting either 50% or 100% of the cash dividends otherwise payable on the
shares you hold.
-You will pay no service charges or brokerage commissions for
reinvestments made under the Plan.
- Holders of shares in broker or nominee name may participate in
the Plan.
-Your investment will build upon itself. Dividends that are
reinvested will add to your share holdings, which should in turn generate
additional dividend income.
Prior enrollment in the Citizens Bank reinvestment plan will not make
you automatically enrolled in the Plan described in this Prospectus. If you wish
to enroll in the Plan, please complete the enclosed Enrollment Authorization
Form and return it to the Plan Administrator. In addition, please retain this
Prospectus for future reference.
While I have outlined the highlights of the Plan, the following pages
give more details in a simple question-and-answer form. I urge you to read this
Prospectus carefully since it should answer most questions you may have about
the Plan. Please direct any further questions to the Plan Administrator,
Citizens Bank, attention Lark E. Wysham, Chief Financial Officer, P. O. Box 30,
Corvallis, Oregon 97339, telephone (541) 752-5161, and mention the Plan in your
correspondence.
Sincerely,
/s/ William V. Humphreys
---------------------------------------
William V. Humphreys, President
and Chief Executive Officer
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DIVIDENDS
CITIZENS BANK DIVIDEND HISTORY
The Company, as a newly formed corporate entity established for the
purpose of serving as the holding company of Citizens Bank, has no history of
paying dividends. The Company's management intends to follow the same practices
and methods for declaring dividends that were followed by Citizens Bank, and
expects to pay yearly dividends. There is no assurance, however, that the
dividends to be paid by the Company will be comparable in amount to the
dividends previously paid by Citizens Bank.
The following sets forth, for the calendar years shown, the cash and
stock dividends declared by Citizens Bank per share of its common stock in each
such year:
<TABLE>
<CAPTION>
Cash Dividend Stock Dividend
<S> <C> <C>
1991 $ .95 --
1992 1.00 1 for 10
1993 1.10 1 for 10
1994 1.20 1 for 10
1995 1.20 --
1996 .60* --
</TABLE>
* Reflects adjustment for 2 for 1 stock split effective on October 5, 1996.
SPECIAL 1997 COMPANY STOCK DIVIDEND
In September of 1997 the Company declared a special 5% stock dividend
payable on October 5, 1997 to all Company shareholders of record on September
16, 1997.
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PRICE RANGE OF COMMON STOCK
As was the case with the common stock of Citizens Bank, there is no
established market for the Company's Common Stock, and the stock is not listed
on and does not trade on any exchange or system. There is no expectation that an
established market will develop for the Company's Common Stock.
As it did for its own stock prior to the creation of the Company,
Citizens Bank will keep an informal record of persons expressing an interest in
buying or selling the Company's Common Stock and will introduce prospective
buyers and sellers. Citizens Bank will also keep some informal records of prices
paid and received for Company Common Stock by certain persons, and will serve as
the transfer agent for Company Common Stock. Citizens Bank does not and will not
recommend prices for Company Common Stock.
The following table sets forth certain transaction prices per share for
shares of Citizens Bank stock for the periods shown. This information is based
solely on prices and information reported to Citizens Bank by those persons
whose transactions have come to its attention. The reported prices do not
represent all transactions in Citizens Bank stock, and Citizens Bank can give no
assurances as to the accuracy of the reported prices or the completeness of this
information.
<TABLE>
<CAPTION>
High Low
---- ---
<S> <C> <C>
1992 $17.50 $14.50
1993 24.00 18.00
1994 29.00 24.27
1995 29.00 22.50*
1996 30.00 16.00**
Six months ending June 30, 1997 23.00 16.31
</TABLE>
* In 1995 Citizens Bank declared a 1 for 5 stock split. The split became
effective on August 4, 1995.
** In 1996 Citizens Bank declared a 2 for 1 stock split. The split became
effective on October 5, 1996.
The creation of the Company as the holding company of Citizens Bank
became effective July 1, on which date each share of Citizens Bank stock,
pending the actual exchange of physical stock certificates, become converted
into the right to receive one share of Company Common Stock. For the months of
July, August and September, 1997 a total of 1,057 shares of such stock changed
hands. The highest reported transfer price was $25.00 per share, and the lowest
was $23.00 per share.
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DESCRIPTION OF THE PLAN
The following, in question-and-answer form, are the provisions of the
Citizens Bancorp Dividend Reinvestment Plan (the "Plan"). As used below,
"Company" refers to Citizens Bancorp, "Common Stock" refers to the common stock
of Citizens Bancorp and "Plan Administrator" refers to Citizens Bank.
PARTICIPATION IN THE PLAN IS COMPLETELY VOLUNTARY. THOSE HOLDERS OF THE
COMMON STOCK OF THE COMPANY WHO DO NOT CHOOSE TO PARTICIPATE IN THE PLAN WILL
RECEIVE CASH DIVIDENDS, AS DECLARED, AS USUAL. THE PLAN APPLIES ONLY TO CASH
DIVIDENDS, NOT TO STOCK DIVIDENDS OR STOCK SPLITS. NEITHER THE COMPANY NOR
CITIZENS BANK CAN PROVIDE ANY ASSURANCE OF A PROFIT OR PROTECTION AGAINST LOSS
ON ANY SHARES OF COMMON STOCK ACQUIRED UNDER THE PLAN.
PURPOSE
1. What is the purpose of the Plan?
The purpose of the Plan is to provide holders of the Company's Common
Stock with a simple and convenient way to reinvest cash dividends otherwise
payable on their shares in additional shares of Company Common Stock. The
investment is made without payment of any brokerage commission or service
charge. Further, insofar as the shares of Common Stock issued under the Plan
will be acquired directly from the Company, the Company will receive additional
funds for general corporate purposes.
ADVANTAGES
2. What are the advantages of the Plan?
Participants in the Plan may automatically reinvest either 50% or 100%
of the cash dividends otherwise payable on their Common Stock in additional
shares of Common Stock without any fees or transaction charges.
CERTAIN RESTRICTIONS
3. Are there any restrictions on reinvestment with cash dividends under the
Plan?
At the time of enrollment in the Plan, a shareholder must elect whether
to apply 50% or 100% of the cash dividends otherwise payable to the shareholder
for reinvestment under the Plan. A shareholder may change this election at any
time in writing by following the procedures established for the administration
of the Plan, but a shareholder may not specify any cash dividend reinvestment
percentage other than either 50% or 100%.
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In addition, the Company shall not issue fractional shares under the
Plan. Any cash dividends insufficient to acquire a non-fractional share of
Company Common Stock shall be paid in cash to the shareholder enrolled in the
Plan.
4. How does the Plan differ from the previous dividend reinvestment plan
offered by Citizens Bank?
The two key differences are that shareholders must elect to reinvest
either 50% or 100% of the dividend, and that no fractional shares will be issued
under the Plan. Under the plan previously offered by Citizens Bank, a
shareholder could elect to invest either 50%, 75% or 100% of the dividend, and a
shareholder could receive fractional shares.
5. Why must I enroll in the Plan if I was already enrolled in the Citizens
Bank plan?
On July 1, 1997 the Company became the sole shareholder and holding
company of Citizens Bank, and all shareholders of Citizens Bank became
shareholders of the Company. The previous plan offered by Citizens Bank is
therefore no longer in effect. In addition, the Plan is not identical to the
plan previously offered by Citizens Bank. All shareholders of the Company who
wish to participate must therefore affirmatively elect to do so by returning an
Enrollment Authorization Form.
PARTICIPATION
6. Who is eligible to participate?
Registered shareholders with addresses in the United States are eligible
to participate in the Plan. Beneficial owners of Common Stock whose shares are
held of record by a holder with an address in the United States are also
eligible to participate in the Plan. You are a registered shareholder if your
shares are registered in your name on the stock transfer books of the Company.
You are a beneficial owner of Common Stock if your shares are registered in some
other name, like that of a bank, broker or other nominee.
While a registered shareholder may participate in the Plan directly, a
beneficial owner must either become a registered shareholder, by having shares
transferred into his or her own name, or must make arrangements with his or her
broker, bank or other nominee to participate in the Plan on his or her behalf.
You are not be eligible to participate in the Plan if you reside in a
jurisdiction in which it is unlawful for the Company to permit your
participation. Your right to participate in the Plan is not transferable apart
from a transfer of your underlying Common Stock to another person.
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7. How does an eligible shareholder participate?
A registered holder of Common Stock may join by signing an Enrollment
Authorization Form and returning it to Citizens Bank, which will act as the Plan
Administrator. An Enrollment Authorization Form has been enclosed with the
mailing of this Prospectus to Company shareholders. In addition, Enrollment
Authorization Forms may be obtained at any time by written or telephone request
to the Plan Administrator at the address or telephone number provided under
Question 25 below.
If a participant's shares are registered in more than one name or a
representative capacity is indicated (e.g., joint tenants, trustees, etc.), all
registered shareholders must sign the Enrollment Authorization Form exactly as
their names appear on the account registration. However, the new Enrollment
Authorization Form changing the investment option must be received by the Plan
Administrator no later than five (5) business days prior to the payment date
established for a particular cash dividend in order for the change to apply to
that dividend.
Beneficial owners whose shares are held at a securities depository and
who wish to participate in the Plan must instruct their broker, bank or other
nominee to make arrangements with the depository to permit such beneficial
owners to participate in the Plan.
8. When may I join the Plan?
An eligible shareholder may join the Plan at any time. If an Enrollment
Authorization Form specifying reinvestment of cash dividends is received by the
Plan Administrator no later than five (5) business days prior to the payment
date established for a particular cash dividend, reinvestment will commence with
that cash dividend. If the Enrollment Authorization Form is received later than
five (5) business days prior to the payment date established for a particular
cash dividend, then the reinvestment of cash dividends will not begin until the
cash dividend payment date following the next record date.
For example, if the cash dividend payment date is January 31, the
shareholder's Enrollment Authorization Form must be received by the Plan
Administrator no later than five (5) business days prior to January 31 for the
shareholder's election to participate in the Plan to be effective for that
particular payment. If the Enrollment Authorization Form is received later than
the deadline, the shareholder's election to participate in the Plan will be
effective for dividend payments made after January 31.
The Company expects to pay cash dividends yearly, and expects the record
date for payment to be on or before December 1 of each year. However, the Board
of Directors of the Company may in its discretion set a different record date,
declare more than one cash dividend or declare no cash dividend in any given
year at any time while the Plan is in effect.
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9. What does the Enrollment Authorization Form provide?
The Enrollment Authorization Form provides for the acquisition of
additional shares of Common Stock through the reinvestment of either 50% or 100%
of the cash dividend payable to the enrolled shareholder. If the 50% option is
chosen, then 50% of the cash dividend will be used to acquire additional shares
of Company Common Stock (excluding fractional shares) for the enrolled
shareholder, and 50% of the cash dividend will be paid to the shareholder in
cash. If the 100% option is chosen, then 100% of the cash dividend will be used
to acquire additional shares of Company Common Stock (excluding fractional
shares) for the enrolled shareholder.
Once shareholder has enrolled in the Plan, the shareholder will continue
with the investment option most recently selected until a new Enrollment
Authorization Form is submitted or until participation in the Plan is
terminated. See the discussion under Question 19 for more information about
terminating participation.
10. How may I change my dividend reinvestment option under the Plan?
As a participant, you may change your investment option at any time by
requesting a new Enrollment Authorization Form and returning it to the Plan
Administrator at the address provided under Question 25 below. However, the new
Enrollment Authorization Form changing your investment option must be received
by the Plan Administrator no later than five (5) business days prior to the
payment date established for a particular cash dividend in order to apply to
that dividend.
COSTS
11. Are there any expenses to participants in connection with the Plan?
Participants will incur no brokerage commissions or service charges for
reinvestments made under the Plan. All costs of record-keeping and
administration of the Plan will be paid by the Company. There is no charge for
the issuance of a certificate evidencing Common Stock acquired under the Plan.
TIME AND MANNER OF REINVESTMENTS
12. When will shares be acquired under the Plan?
Cash dividends will be reinvested on or promptly after the date which is
the cash dividend payment date. No interest shall be paid on funds held by the
Plan Administrator pending reinvestment.
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13. At what price will shares of Common Stock be acquired under the Plan?
The price per share of Common Stock acquired under the Plan shall be
equal to the weighted average price per share of stock sales for which the
Company has written records for the quarter in which the Company declares a cash
dividend (the "Base Period"). Notwithstanding the foregoing, if during such Base
Period the total number of shares of Company common stock sold, according to the
Company's written records, is equal to less than 1% of all issued and
outstanding stock of the Company as of the dividend declaration date, one or
more additional immediately preceding quarters shall be included in the Base
Period such that the total number of shares of Company common stock sold during
the Base Period equals 1% or more of all issued and outstanding stock of the
Company as of the dividend declaration date.
As was the case with the common stock of Citizens Bank, there is no
established market for the Company's Common Stock, and the Common Stock is not
listed and does not trade on any exchange or system. There is no expectation
that an established market will develop for the Company's Common Stock.
14. What will be the source of the shares acquired under the Plan?
The shares acquired with cash dividends under the Plan shall derive from the
authorized but unissued shares of Company common stock. The Company shall not
purchase shares from shareholders in order to implement any provision of the
Plan.
15. How are shares acquired under the Plan?
The cash dividends otherwise payable to a participant under the Plan
shall be automatically reinvestment in additional shares of Common Stock
effective as of the payment date for the dividend, except when prohibited under
any applicable federal or state securities laws. Common Stock acquired under the
Plan shall be newly issued shares.
16. Does the Plan apply to stock dividends or stock splits?
No. The Plan applies only to the reinvestment of cash dividends declared
by the Board of Directors of the Company. If the Board of Directors declares a
stock dividend, or in the event of a stock split, shareholders on the applicable
record date will receive stock in accordance with the terms of the stock
dividend or stock split.
ADMINISTRATION
17. Who administers the Plan for participants?
Citizens Bank, the Company's wholly-owned subsidiary, will serve as Plan
Administrator. The function of the Plan Administrator is to administer the Plan
for
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participants, keep records, send certificates for shares acquired through
reinvestment to participants, interpret and resolve issues relating to the Plan
and perform other duties necessary to implement and operate the Plan.
18. What will Plan participants receive to show their reinvestments under
the Plan?
As soon as practicable after each reinvestment date, participants who
are shareholders of record will receive a certificate showing their acquisition
of shares of Common Stock of the Company. The custody and safekeeping of the
certificate shall be the sole responsibility of the shareholder.
TERMINATION OF PARTICIPATION IN PLAN
19. How may I terminate my participation in the Plan?
A registered shareholder who wishes to terminate participation in the
Plan must submit a written request clearly indicating his or her intention to
terminate the reinvestment of dividends on all shares owned by the participant.
A request to terminate participation in the Plan must be sent to the Plan
Administrator at the address provided under Question 25 below. The termination
request must be received by the Plan Administrator no later than five (5)
business days prior to the payment date established for a particular cash
dividend in order to be effective with respect to that dividend.
SUMMARY OF FEDERAL INCOME TAX CONSEQUENCES
20. Are there any federal or state income tax consequences of participation
in the Plan?
The following brief summary is based upon an interpretation of current
federal tax law which the Company intends to follow for information reporting
purposes. Nothing in the summary should be construed as tax or legal advice to
any Company shareholder. Each participant should consult with his or her own tax
advisor to determine the particular tax consequences to the Plan participant,
including state tax consequences (which will vary from state to state),
resulting from participation in the Plan and a subsequent disposition of shares
of Common Stock acquired under the Plan.
A. Dividend Reinvestment
A participant will be treated for federal income tax purposes as having
received, on the cash dividend payment date, a cash dividend equal to the amount
reinvested by the participant on that date in shares of Common Stock acquired
directly from the Company. Such shares will have a tax basis equal to the amount
of the cash dividend reinvested in Company Common Stock. The Company will issue
a Form 1099 to all shareholders, including Plan participants, reflecting all
cash dividends paid to shareholders or reinvested in Common Stock under the
Plan.
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B. Holding Period
A participant's holding period for Common Stock acquired pursuant to the
Plan will begin on the day following the date on which shares are acquired for
the participant's account.
C. Backup Withholding
Any dividends credited to a participant who is subject to backup
withholding (presently 31%) under federal income tax law will have the required
amount withheld before the cash dividends are reinvested under the Plan.
D. Additional Information
A participant will realize gain or loss upon the sale or exchange of
shares of Common Stock acquired under the Plan. The amount of any such gain or
loss will be the difference between the amount that the participant received on
the sale or exchange of the shares, or fractional share equivalent, and the tax
basis of the shares transferred or exchanged. Such gain or loss will be capital
in character if such shares are a capital asset in the hands of the participant,
or may be an ordinary gain, depending upon how the sale or exchange is
characterized for tax purposes.
For further information as to the tax consequences of participation in
the Plan, participants should consult their own tax advisors.
ADDITIONAL ADMINISTRATIVE MATTERS
21. What liability does the Plan Administrator have under the Plan?
The Plan Administrator shall not be liable for any act done in good
faith or for any good faith omission to act, including, without limitation, any
claim of liability arising out of failure to terminate a participant's account
upon a participant's death, the prices at which shares are acquired under the
Plan, the times when reinvestments are made or the value of the Common Stock.
The participant should recognize that neither the Company nor the Plan
Administrator can provide any assurance of a profit or protection against loss
on any shares of Common Stock acquired under the Plan.
22. Can the Company or the Plan Administrator terminate a person's
participation in the Plan?
The Company or the Plan Administrator may terminate any person's
participation in the Plan at any time for any reason by notice in writing mailed
to the participant
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23. May the Plan be changed or discontinued?
The Company reserves the right to suspend or terminate the Plan at any
time, including the period between a dividend record date and the related
dividend payment date. It also reserves the right to make modifications to the
Plan. Participants will be notified of any such suspension, termination or
modification.
24. Who interprets and resolves questions arising under the Plan?
Any question of interpretation arising under the Plan shall be
determined by the Company and any such determination shall be final.
25. Where should I send correspondence regarding the Plan?
All correspondence and other communications regarding the Plan should be
directed to Lark E. Wysham, Chief Financial Officer, Citizens Bank, P. O. Box
30, Corvallis, Oregon 97339, telephone (541) 752-5161. Please mention the Plan
in all correspondence.
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DESCRIPTION OF CAPITAL STOCK
Common Stock
The Company is authorized to issue five million shares of Common Stock,
no par value. As of the date of this Prospectus, the Company had 1,922,321
shares of Common Stock issued and outstanding. Holders of Common Stock are
entitled to one vote for each share of Common Stock held. All shares of Common
Stock are fully paid and non-assessable. Holders of Common Stock are entitled to
receive such dividends as are declared by the Board of Directors out of funds
legally available therefor, subject to the limitations described below. In the
event of liquidation, holders of Common Stock are entitled to receive pro-rata
any assets distributable after payment of liabilities and the liquidation
preference on shares of Preferred Stock, if any, then outstanding. There are no
conversion, preemptive or redemption rights of Common Stock.
Preferred Stock
The Board of Directors has the authority to issue Preferred Stock in one
or more series and to fix the dividend rights, dividend rate, conversion rights,
voting rights, rights and terms of redemption, liquidation preferences, and the
number of shares constituting any such series without any further action by the
shareholders unless such action is required by applicable rules or regulations
or by the terms of other outstanding series of Preferred Stock.
As of the date of this Prospectus there were no shares of Company
Preferred Stock issued or outstanding.
Transfer Agent
The transfer agent and registrar for the Common Stock is Citizens Bank,
P. O. Box 30, Corvallis, Oregon 97339, telephone (541) 752-5161.
LEGAL OPINION
Bennett H. Goldstein, attorney at law and outside counsel to the
Company, has rendered a legal opinion concerning the Common Stock of the Company
described in this Prospectus. As of the date hereof, Mr. Goldstein owned 420
shares of Common Stock.
EXPERTS
Financial Statements Subject to Outside Audit
The balance sheets of Citizens Bank as of December 31, 1996 and 1995,
the related statements of income and changes in shareholders' equity for each of
the three years in the period ending December 31, 1996, and the statements of
cash flows for the years ended December 31, 1996 and 1995, all of which are
incorporated by reference herein and in the Registration Statement filed in
connection herewith, have been
15
<PAGE> 18
incorporated by reference herein and therein in reliance upon the audit report
and opinion of David O. Christensen, an independent Certified Public Accountant,
and upon the authority of said Certified Public Accountant as an expert in
accounting and auditing. Such audit report and opinion is incorporated by
reference herein.
Financial Statements and Materials Not Subject to Outside Audit
Citizens Bank's Annual Report on Federal Deposit Insurance Corporation
Form F-2 for the year ended December 31, 1996, which incorporated by reference
the audited financial statements referred to above, was not subject to an
outside audit and opinion by a certified public accountant. Such Annual Report
was prepared by Citizens Bank personnel.
The Quarterly Reports of Citizens Bank on Federal Deposit Insurance
Corporation Form F-4 for the quarters ending March 31, 1997 and June 30, 1997
and the financial statements contained therein, which are also incorporated by
reference herein and in the Registration Statement filed in connection herewith,
were not subject to an outside audit and opinion by a certified public
accountant. Such Quarterly Reports were prepared by Citizens Bank personnel.
INDEMNIFICATION
Under Oregon statutory law and the Articles of Incorporation and Bylaws
of the Company, the Company has broad powers to indemnify its directors and
officers against liabilities they may incur in such capacities, including
liabilities under the Securities Act of 1933. The Company's Articles of
Incorporation and Bylaws require the Company to indemnify its directors,
officers and employees to the fullest extent permitted by Oregon law. Such
indemnification extends to liabilities and expenses incurred as a result of
proceedings involving such persons in their capacities as such, including
proceedings under the Securities Act of 1933 or the Securities Exchange Act of
1934. These documents further provide that the rights conferred under them shall
not be deemed to be exclusive of any other right such persons may have or
acquire under any statute, bylaw, agreement, general or specific action of the
Board of Directors of the Company, vote of shareholders or other document or
arrangement. The Articles of Incorporation of the Company preclude, with certain
exceptions, the Company and its shareholders from recovering monetary damages
from directors for business decisions found by a court to have been negligent,
including decisions relating to a change in control of the Company.
Subject to certain exclusions as to coverage, under policies of
insurance issued to the Company each director and each officer of the Company
and its subsidiary is insured against liability for losses incurred while acting
as such director or officer. Subject to a deductible and certain exclusions, the
Company is entitled to reimbursement under such policies for amounts paid by it
as indemnification to such directors and officers. The cost of such insurance is
borne by the Company.
16
<PAGE> 19
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers or persons controlling the
Company pursuant to the foregoing provisions, the Company has been informed that
in the opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Securities Act of 1933 and is
therefore unenforceable.
PART II. - INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14 (ITEM 511, REGULATION S-K).
OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
A reasonably itemized statement of all expenses incurred in connection
with the issuance and distribution of the securities described in this
Registration Statement are: (i) legal fees, $6,500.00, (ii) accounting fees,
$2,200.00, (iii) printing and distribution costs, $1,500.00.
ITEM 15 (ITEM 702, REGULATION S-K).
INDEMNIFICATION OF OFFICERS AND DIRECTORS
Information included in Prospectus.
ITEM 16 (ITEM 601, REGULATION S-K).
EXHIBITS
4(c) Specimen Enrollment Form
5 Opinion of Legal Counsel
24(b) Consent of David O. Christensen, C. P. A.
ITEM 17 (ITEM 512, REGULATION S-K).
UNDERTAKINGS
The Company hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933;
(ii) To reflect in the Prospectus any facts or events arising
after the effective date of the registration statement (or the most recent
post-effective amendment
17
<PAGE> 20
thereof) which, individually or in the aggregate, represent a fundamental change
in the information set forth in the Registration Statement;
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the Registration Statement or
any material change to such information in the Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
(4) That, for the purpose of determining any liability under the
Securities Act of 1933, each filing of the registrant's annual report pursuant
to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 that is
incorporated by reference in the registration statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities shall be deemed to be the initial bona fide offering
thereof.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Corvallis, State of Oregon, on November 24, 1997.
CITIZENS BANCORP, Registrant
By: /s/
---------------------------------------
William V. Humphreys, President and CEO
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates shown.
By: /s/
---------------------------------------
William V. Humphreys, President, CEO
and Director
Date: November 24, 1997.
18
<PAGE> 21
By: /s/
--------------------------------
Lark E. Wysham, CFO
Date: November 21, 1997.
By: /s/
--------------------------------
Scott A. Fewel, Director
Date: November 21, 1997.
By: /s/
--------------------------------
Jock Gibson, Director
Date: November 21, 1997.
By:
--------------------------------
Dr. Larry C. Hunter, Director
Date: November __, 1997.
By: /s/
--------------------------------
James E. Richards, Director
Date: November 25, 1997.
By: /s/
--------------------------------
Gene N. Thompson, Director and
Chairman of the Board
Date: November 21, 1997.
By: /s/
--------------------------------
John Truax, Director
Date: November 21, 1997.
By: /s/
--------------------------------
Rosetta C. Venell, Director
Date: November 21, 1997.
19
<PAGE> 22
EXHIBIT INDEX
EXHIBITS
4(c) Specimen Enrollment Form
5 Opinion of Legal Counsel
24(b) Consent of David O. Christensen, C. P. A.
20
<PAGE> 1
EXHIBIT 4(c)
Specimen Enrollment Form
CITIZENS BANCORP DIVIDEND REINVESTMENT PLAN
Enrollment Authorization Form
In order to participate in the Citizens Bancorp Dividend Reinvestment
Plan, please completely fill out this form.
1. Participation Options.
Check one of the following lines to indicate whether you want to
reinvest 50% or 100% of your cash dividends in common stock of Citizens Bancorp.
___ Reinvest 50% of all cash dividends in common stock of
Citizens Bancorp.
___ Reinvest 100% of all cash dividends in common stock of
Citizens Bancorp.
2. Shareholder Information.
Print name of shareholder (indicate all names if shares jointly held):
------------------------ -----------------------------
Owner Name Soc. Sec. No. or Tax I.D. No.
-----------------------------------------------------------------
Owner Address
------------------------ -----------------------------
Owner Name Soc. Sec. No. or Tax I.D. No.
-----------------------------------------------------------------
Owner Address
------------------------ -----------------------------
Owner Name Soc. Sec. No. or Tax I.D. No.
-----------------------------------------------------------------
Owner Address
3. Street, Broker or Nominee Name.
If the shares covered by this form are held in the name of a broker, or
in a street or nominee name (including in the name of a trustee), indicate as
follows:
-----------------------------------------------------------------
Street, Brokeror Nominee Name
21
<PAGE> 2
-----------------------
Number of Shares Held
4. Acknowledgment.
I/we hereby elect to participate in the Citizens Bancorp Dividend
Reinvestment Plan (the "Plan") as described in the Prospectus of November 1,
1997. I/we acknowledge receipt of a copy of the Prospectus, and agree to
participate in the Plan on the terms and conditions set forth in the Prospectus
and as specified in this Enrollment Authorization Form. This election to
participate in the Plan shall remain effective until I/we cancel this enrollment
in writing, or until as otherwise provided under the Plan.
<TABLE>
<S> <C>
_________________________ Date: ____________
Shareholder
If signing as agent or in a representative capacity, indicate title:___________________.
_________________________ Date: ____________
Shareholder
If signing as agent or in a representative capacity, indicate title:___________________.
_________________________ Date: ____________
Shareholder
If signing as agent or in a representative capacity, indicate title:___________________.
</TABLE>
22
<PAGE> 1
EXHIBIT 5
Opinion of Legal Counsel
October 31, 1997
Citizens Bancorp
P.O. Box 30
Corvallis, Oregon 97330-0030
RE: CITIZENS BANCORP - DIVIDEND REINVESTMENT PLAN
To Citizens Bancorp:
The undersigned has served as counsel to Citizens Bancorp (the
"Company") in connection with the Registration Statement of the Company on Form
S-3 (the "Registration Statement") under the Securities Act of 1933, as amended,
for the registration of 750,000 shares of common stock, no par value, of the
Company (the "Shares"). The Shares are to be issued under and pursuant to the
Company's Dividend Reinvestment Plan (the "Plan").
For purposes of this opinion letter, the undersigned has examined and
relied upon:
(i) A copy of the Articles of Incorporation of the Company;
(ii) Minutes of meetings held by the Board of Directors of the
Company on July 15, 1997 and October 21, 1997 at which motions approving and
adopting the Plan and the registration of the Shares were made and passed; and
(iii) A copy of the Registration Statement, which includes a
copy of the Plan.
Based on the foregoing, it is the opinion of the undersigned that:
1. The Company has been duly established and is existing under its
Articles of Incorporation as a corporation under the laws of the State of
Oregon, and has made all filings required to be made under Oregon law.
2. The Shares to be issued under the Plan have been authorized, and
when issued and paid for in accordance with the Plan, will be validly issued,
fully paid and nonassessable by the Company.
The undersigned hereby consents to the filing of this opinion letter as
an Exhibit to the Registration Statement.
Very truly yours,
Bennett H. Goldstein
23
<PAGE> 1
EXHIBIT 24(b)
Consent of David O. Christensen, C. P. A.
Independent Auditor and Accountant
24
<PAGE> 2
David O Christensen
[LOGO] CERTIFIED PUBLIC ACCOUNTANTS
& CONSULTANTS
6623 N.E. 78th Court, Suite 4
P.O. Box 55758
Portland, Oregon 97238
================================================================================
October 31, 1997
Citizens Bancorp
PO Box 30
Corvallis, Oregon, 97330-0030
RE: CITIZENS BANCORP-DIVIDEND REINVESTMENT PLAN
To Citizens Bancorp:
We consent to the incorporation by reference in the Registration
Statement of Citizens Bancorp on Form S-3 relating to Citizens Bancorp's
Dividend Reinvestment Plan our reports of January 31, 1997 on the audits
of the balance sheets of Citizens Bank as of December 31, 1996 and 1995,
the related statements of income and changes in shareholders' equity for
each of the three years in the period ending December 31, 1996, and the
statements of cash flows for the years ended December 31, 1996 and 1995,
all of which were incorporated by reference in Citizens Bank's Annual
Report.
We also consent to the reference to our firm under the caption "Experts"
in the Registration Statements and the Prospectus relating thereto, and
the filing of this letter as an Exhibit to the Registration Statement.
Very truly yours,
/s/ David O. Christensen
-----------------------------
David O. Christensen
